Filing
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Savara Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
805111101
(CUSIP Number)
June 7, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 805111101 | |||||
| 1. | Names
of Reporting Persons Zambon SpA (“ZSPA”) | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☐ | ||||
| (b) | ☒ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Italy | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 4,693,540 shares | |||
| 6. | Shared
Voting Power 0 shares | ||||
| 7. | Sole
Dispositive Power 4,693,540 shares | ||||
| 8. | Shared
Dispositive Power 0 shares | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,693,540 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 19.5% | ||||
| 12. | Type
of Reporting Person (See Instructions) CO | ||||
| CUSIP No. 805111101 | |||||
| 1. | Names
of Reporting Persons Zambon Company SpA (“ZCSPA”) | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☐ | ||||
| (b) | ☒ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Italy | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 4,693,540 shares (1) | |||
| 6. | Shared
Voting Power 0 shares | ||||
| 7. | Sole
Dispositive Power 4,693,540 shares (1) | ||||
| 8. | Shared
Dispositive Power 0 shares | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,693,540 shares (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 19.5% | ||||
| 12. | Type
of Reporting Person (See Instructions) CO | ||||
(1) Represents shares held directly by ZSPA, a wholly-owned subsidiary of ZCSPA.
| Item 1. | |||
| (a) | Name
of Issuer Savara Inc. | ||
| (b) | Address
of Issuer’s Principal Executive Offices Austin, TX 78746 | ||
| Item 2. | |||
| (a) | Name
of Person Filing | ||
| (b) | Address of Principal Business Office or, if none, Residence Zambon Company SpA Via Lillo del Duca, 10 Bresso, MI 20091 Italy
Zambon SpA Via Lillo del Duca, 10 Bresso, MI 20091 Italy | ||
| (c) | Citizenship ZCSPA is a corporation organized under the laws of Italy. ZSPA is a corporation organized under the laws of Italy. | ||
| (d) | Title
of Class of Securities Common Stock, $0.001 Par Value | ||
| (e) | CUSIP
Number 805111101 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 24,102,956 shares of Common Stock outstanding as of June 7, 2017, as reported in the Issuer’s prospectus supplement dated June 2, 2017, including 613,157 sold pursuant to the partial exercise of the underwriters' option to purchase additional shares of Common Stock.
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
|
| (i) | Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
N/A
| Item 8. | Identification and Classification of Members of the Group |
N/A
| Item 9. | Notice of Dissolution of Group |
N/A
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 29, 2017
| ZAMBON COMPANY SPA | |||
| By: | Rosella De Dominicis | ||
| Head of Legal Affairs | |||
| ZAMBON SPA | |||
| By: | Rosella De Dominicis | ||
| Head of Legal Affairs | |||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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